On Investing in Reg A+ offerings in general

The SEC doesn’t pass upon the merits or give its approval to any securities offered. These are risky investments that you may not be able to sell (even though a company can sell existing shareholder’s shares during an offering).

All Reg A+ investments will have an offering circular that outlines the tier the offering is being conducted under along with other details of the offering. You need to know the Reg A+ offering tier as it will dictate many important items such as whether you can invest or not.

Company’s can only accept money for the sale of securities under Reg A+ after they’ve been qualified by the SEC. That doesn’t mean recommended or even accuracy checked, it just means that the SEC has accepted them under the regulation.

On Tier 1 and Tier 2 differences

Everything in the Tier 1 column is stuff that only applies to Tier 1 and vise versa for the Tier 2 column.

Tier 1

Tier 2

One notable distinction about investing in a Tier 1 offering is that companies relying on Tier 1 do not have ongoing reporting requirements other than a final report on the status of the offering.

Companies that are conducting a Tier 1 offering must generally have their offering materials qualified by state securities regulators in the states in which the company plans to sell its securities.

Financial statements disclosed in a Tier 2 offering have to be audited by an independent accountant.

Can raise up to $20 million in any 12-month period.

Can offer up to $50 million in any 12-month period.

There are no limitations on whether you can invest, or how much you can invest, if you are investing in an offering relying on Tier 1 of Regulation A.

If you’re investing in Tier 2, aren’t accredited, and the securities aren’t going to be listed on a national securities exchange upon qualification.You can only invest no more than 10% of you and your spouses annual income or net worth (excluding personal residence).